Sample Grant Agreement.docx

State of Colorado Grant Agreement Comment by Salazar, Gina: Note to Drafters: Gray highlighted sections are fillable fields. To use those fields, use “protect document” to restrict editing to “filling in forms”, then type in the appropriate field. If the document is unprotected, then typing in the field will delete that field and replace it with the text typed.

Cover Page Comment by Salazar, Gina: Note to Drafters: Federal award information should be included in the “Purpose” section, but if the federal awarding agency requests that it be included on the cover page, then it may be added as an additional box in this section.

Grant Agreement Number: Page 1 of 20 Version: 11/2024 State Agency [Insert Department’s or IHE’s Full Legal Name] Grantee Comment by Salazar, Gina: Note to Drafters: This may be changed to the name of another state or “city” or the like if Grantee is a governmental organization within another state. If either is done, find and replace the term “Grantee” thorughout the document (including in the signature block below). It is recommended that since “Subrecepient” is already a defined term that the term “Subrecepient” not also be used tfor the name of the organization.

[Insert Grantee’s Full Legal Name] Grantee UEI [Insert Grantee’s Unique Entity Identifier] Agreement Maximum Amount Comment by Salazar, Gina: Note to Drafters: This table may be updated if the Initial Term will last longer than a single State Fiscal Year or if there are fewer Extension Terms. This table should include all known Extension Term amounts to better hold Subrecipients to the amounts in their initial grant application.

If the grant is solely funded with federal funds, then this table may be modified to follow the federal fiscal year or, if the federal funds and any state funds are available for multiple years (e.g through a special continuous appropriation of state funds), this table may be deleted and replaced with an overall contract maximum amount for all years. If this is done, then update section 5 accordingly.

If the grante will be required to provide matching funds, then this table should be updated to include a block to show those matching funds.

[Maximum Amount of Agreement] Initial Term State Fiscal Year [20XX] [$0.00] Extension Terms

Total for All State Fiscal Years [$0.00]

Agreement Number [Insert CMS or Other Agreement Number] Agreement Performance Beginning Date [The later of the Effective Date or Month Day, Year] Initial Agreement Expiration Date [Month Day, Year] Fund Expenditure End Date [Month Day, Year]

Agreement Authority – For grant agreements that are 100% General Fund as a result of HB24-1466, all references to federal requirements in the grant template are not applicable, except for Exhibit D, Federal Provisions [Insert brief description of the authority to enter into the Agreement. Include federal authority, if applicable] Agreement Purpose Comment by Salazar, Gina: Note to Drafters: This is also where you can add background information as well as reference any solicitation used to procure these services or a note of any applicable exemptions from the procurement code.

[Briefly describe the Agreement’s purpose] Exhibits and Order of Precedence The following Exhibits and attachments are included with this Agreement:

1. Exhibit A, Statement of Work. Comment by Salazar, Gina: Note to Drafters: Add or remove exhibits as appropriate. If there is no PHI, please remove HIPAA BAA Exhibit and remove HIPAA BAA Exhibit in the order of precedence.

2. Exhibit B, Sample Option Letter.

3. Exhibit C, Budget.

4. Exhibit D, Federal Provisions.

5. Exhibit E, PII Certification

6. Exhibit F, HIPAA BAA In the event of a conflict of inconsistency between this Agreement and any Exhibit or attachment, such conflict or inconsistency shall be resolved by reference to the documents in the following order of priority:

1. Exhibit F, HIPAA BAA

2. Exhibit D, Federal Provisions Comment by Salazar, Gina: Note to Drafters: update this to include all appropriate exhibits and attachments. Security and Compliance exhibits, such as the Federal Tax Information exhibits should immediately follow the special provisions. Remove any exhibits that are not included in the agreement.

3. Colorado Special Provisions in §18 of the main body of this Agreement.

4. The provisions of the other sections of the main body of this Agreement.

5. Exhibit A, Statement of Work.

6. Exhibit E, PII Certification

7. Exhibit B, Sample Option Letter.

8. Exhibit C, Budget.

Principal Representatives For the State:

[Name] [Department Name] [Address] [Address 2] [City], [State], [Zip] For Grantee:

[Name] [Grantee Entity Name] [Address] [Address 2] [City], [State], [Zip]

Signature Page

The Parties hereto have executed this agreement

Each person signing this Agreement represents and warrants that the signer is duly authorized to execute this Agreement and to bind the Party authorizing such signature.

Grantee [Insert Legal Name of Grantee]

By: [Name & Title of Person Signing for Grantee]

Date: ______________________

2nd State or Grantee Signature if Needed Comment by Salazar, Gina: Note to Drafters: Modify this for any additional signatures, either additional Subrecipient signatures or additional state agency signatures. Remove the contents of this cell if there will be no additional signatories.

By: [Name & Title of Person Signing for Signatory] Date: _____________________

STATE OF COLORADO

Jared S. Polis, Governor [Insert Name of Agency or IHE] [Insert Name & Title of Head of Agency or IHE]

By: [Name & Title of Person Signing for Agency or IHE]

Date: _______________________

Legal Review Philip J. Weiser, Attorney General

By: Assistant Attorney General

Date______________________ In accordance with §24-30-202, C.R.S., this Agreement is not valid until signed and dated below by the State Controller or an authorized delegate.

STATE CONTROLLER

Robert Jaros, CPA, MBA, JD

By: [Name of Agency or IHE Delegate-Please delete if agreement will be routed to OSC for approval]

Effective Date:______________

Table of Contents Comment by Salazar, Gina: Note to Drafters: The Table of Contents may be removed at the Agency’s discretion if the size of the Agreement is such that it does not provide additional value in finding terms easily and it has not been requested by any reviewers. The table of contents should be included in all contracts that will be submitted to the CCU for review or approval.

Parties This Agreement is entered into by and between Grantee named on the Cover Page for this Agreement (the “Grantee”), and the STATE OF COLORADO acting by and through the State agency named on the Cover Page for this Agreement (the “State”). Grantee and the State agree to the terms and conditions in this Agreement. Comment by Salazar, Gina: Note to Drafters: As mentioned above, this may be updated based on the entity we are contracting with. See State Controller Policy “Content-Mandatory Provisions in State Contracts”.

Term and Effective Date Effective Date This Agreement shall not be valid or enforceable until the Effective Date, and the Grant Funds shall be expended by the Fund Expenditure End Date shown on the Signature and Cover Page for this Agreement. The State shall not be bound by any provision of this Agreement before the Effective Date, and shall have no obligation to pay Grantee for any Work performed or expense incurred before the Effective Date, except as described in §5.D, or after the Fund Expenditure End Date. If the Work will be performed in multiple phases, the period of performance start and end date of each phase is detailed under the Project Schedule in Exhibit Insert Exhibit Number. Comment by Salazar, Gina: Note to Drafters: If this work will be performed in phases, then include this sentence along with the appropriate exhibit. If this is used, then ensure that the exhibit is referenced in both the definition of “Exhibits” and the order of precidence.

Initial Term The Parties’ respective performances under this Agreement shall commence on the Agreement Performance Beginning Date shown on the Cover Page for this Agreement and shall terminate on the Initial Agreement Expiration Date shown on the Cover Page for this Agreement (the “Initial Term”) unless sooner terminated or further extended in accordance with the terms of this Agreement.

End of Term Extension If this Agreement approaches the end of its Initial Term, or any Extension Term then in place, the State, at its discretion, upon written notice to Grantee as provided in §14, may unilaterally extend such Initial Term or Extension Term for a period not to exceed two months (an “End of Term Extension”), regardless of whether additional Extension Terms are available or not. The provisions of this Agreement in effect when such notice is given shall remain in effect during the End of Term Extension. The End of Term Extension shall automatically terminate upon execution of a replacement Agreement or modification extending the total term of this Agreement.

Early Termination in the Public Interest The State is entering into this Agreement to serve the public interest of the State of Colorado as determined by its Governor, General Assembly, or Courts. If this Agreement ceases to further the public interest of the State, the State, in its discretion, may terminate this Agreement in whole or in part. A determination that this Agreement should be terminated in the public interest shall not be equivalent to a State right to terminate for convenience. This subsection shall not apply to a termination of this Agreement by the State for breach by Grantee, which shall be governed by 12.A.i.

Method and Content The State shall notify Grantee of such termination in accordance with §14. The notice shall specify the effective date of the termination and whether it affects all or a portion of this Agreement, and shall include, to the extent practicable, the public interest justification for the termination.

Obligations and Rights Upon receipt of a termination notice for termination in the public interest, Grantee shall be subject to the rights and obligations set forth in §12.A.i.a12.A.i.a.

Payments If the State terminates this Agreement in the public interest, the State shall pay Grantee an amount equal to the percentage of the total reimbursement payable under this Agreement that corresponds to the percentage of Work satisfactorily completed and accepted, as determined by the State, less payments previously made. Additionally, if this Agreement is less than 60% completed, as determined by the State, the State may reimburse Grantee for a portion of actual out-of-pocket expenses, not otherwise reimbursed under this Agreement, incurred by Grantee which are directly attributable to the uncompleted portion of Grantee’s obligations, provided that the sum of any and all reimbursement shall not exceed the maximum amount payable to Grantee hereunder.

Grantee’s Termination Under Federal Requirements Grantee may request termination of this Grant by sending notice to the State, or to the Federal Awarding Agency with a copy to the State, which includes the reasons for the termination and the effective date of the termination. If this Grant is terminated in this manner, then Grantee shall return any advanced payments made for work that will not be performed prior to the effective date of the termination.

Definitions Comment by Salazar, Gina: Note to Drafters: Some of these definitions may be deleted if they do not apply to your Agreement. Non-Federal Grants should delete references to the Federal Government. For all those that are left in, these definitions should be used as written to maximize uniformity across state contracts, unless a specific federal program that provides funds for this grant uses different terminology or definitions, at which point these definitions should be updated to match the definitions under that federal program.

Also, program-specific terms can be defined in a statement of work if there are a large number of program-specific definitions or if it makes the document clearer.

The following terms shall be construed and interpreted as follows:

“Agreement” means this agreement, including all attached Exhibits, all documents incorporated by reference, all referenced statutes, rules and cited authorities, and any future modifications thereto.

“Award” means an award by a Recipient to a Subrecipient funded in whole or in part by a Federal Award. The terms and conditions of the Federal Award flow down to the Award unless the terms and conditions of the Federal Award specifically indicate otherwise. Comment by Salazar, Gina: Note to Drafters: If this grant will use only state funds, then this definition may be removed.

“Breach of Agreement” means the failure of a Party to perform any of its obligations in accordance with this Agreement, in whole or in part or in a timely or satisfactory manner. The institution of proceedings under any bankruptcy, insolvency, reorganization or similar law, by or against Grantee, or the appointment of a receiver or similar officer for Grantee or any of its property, which is not vacated or fully stayed within 30 days after the institution of such proceeding, shall also constitute a breach. If Grantee is debarred or suspended under §24-109-105, C.R.S. at any time during the term of this Agreement, then such debarment or suspension shall constitute a breach.

“CORA” means the Colorado Open Records Act, §§24-72-200.1, et seq., C.R.S.

“Cost Sharing” means a portion of project costs not paid under this Subaward. This includes match which refers to required levels of cost share that must be provided (2 CFR 200.306).

“Effective Date” means the date on which this Agreement is approved and signed by the Colorado State Controller or designee, as shown on the Signature for this Agreement.

“End of Term Extension” means the time period defined in §2.D2.D.

“Exhibits” means the exhibits and attachments included with this Agreement as shown on the Cover Page for this Agreement.

“Extension Term” means the time period defined in §2.C.

“Goods” means any movable material acquired, produced, or delivered by Grantee as set forth in this Agreement and shall include any movable material acquired, produced, or delivered by Grantee in connection with the Services.

“Grant Funds” means the funds that have been appropriated, designated, encumbered, or otherwise made available for payment by the State under this Agreement.

“Incident” means any accidental or deliberate event that results in or constitutes an imminent threat of the unauthorized access, loss, disclosure, modification, disruption, or destruction of any communications or information resources of the State, which are included as part of the Work, as described in §§24-37.5-401, et seq. C.R.S. Incidents include, without limitation, (i) successful attempts to gain unauthorized access to a State system or State Records regardless of where such information is located; (ii) unwanted disruption or denial of service; (iii) the unauthorized use of a State system for the processing or storage of data; or (iv) changes to State system hardware, firmware, or software characteristics without the State’s knowledge, instruction, or consent.

“Initial Term” means the time period defined in §2.B2.B.

“Party” means the State or Grantee, and “Parties” means both the State and Grantee.

If Subrecipient will be a Business Associate of the state as a Covered Entity for HIPAA purposes, then include a HIPAA BAA as well.

“Recipient” means the State agency shown on the Signature and Cover Page of this Agreement, for the purposes of this Federal Award. Comment by Salazar, Gina: Note to Drafters: If this grant will use only state funds, then this definition may be removed.

“Services” means the services to be performed by Grantee as set forth in this Agreement, and shall include any services to be rendered by Grantee in connection with the Goods.

“State Confidential Information” means any and all State Records not subject to disclosure under CORA. State Confidential Information shall include, but is not limited to, PII, PHI, PCI, Tax Information, CJI, and State personnel records not subject to disclosure under CORA. State Confidential Information shall not include information or data concerning individuals that is not deemed confidential but nevertheless belongs to the State, which has been communicated, furnished, or disclosed by the State to Grantee which (i) is subject to disclosure pursuant to CORA; (ii) is already known to Grantee without restrictions at the time of its disclosure to Grantee; (iii) is or subsequently becomes publicly available without breach of any obligation owed by Grantee to the State; (iv) is disclosed to Grantee, without confidentiality obligations, by a third party who has the right to disclose such information; or (v) was independently developed without reliance on any State Confidential Information. Comment by Salazar, Gina: Note to Drafters: Remove these as appropriate based on your removal of the definitions of these terms above.

“State Fiscal Rules” means the fiscal rules promulgated by the Colorado State Controller pursuant to §24-30-202(13)(a), C.R.S.

“State Fiscal Year” means a 12 month period beginning on July 1 of each calendar year and ending on June 30 of the following calendar year. If a single calendar year follows the term, then it means the State Fiscal Year ending in that calendar year.

“State Records” means any and all State data, information, and records, regardless of physical form, including, but not limited to, information subject to disclosure under CORA.

“Subcontractor” means third-parties, if any, engaged by Grantee to aid in performance of the Work. “Subcontractor” also includes sub-grantees of grant funds.

If federal tax information will be included as part of the Agreement, then include all required Confidentiality of Taxpayer Certifications.

“Uniform Guidance” means the Office of Management and Budget Uniform Administrative Requirements, Cost Principles, and Audit Requirements for Federal Awards. The terms and conditions of the Uniform Guidance flow down to the Awards to Subrecipients unless the Uniform Guidance or the terms and conditions of the Federal award specifically indicate otherwise.

“Work” means the Goods delivered and Services performed pursuant to this Agreement.

“Work Product” means the tangible and intangible results of the Work, whether finished or unfinished, including drafts. Work Product includes, but is not limited to, documents, text, software (including source code), research, reports, proposals, specifications, plans, notes, studies, data, images, photographs, negatives, pictures, drawings, designs, models, surveys, maps, materials, ideas, concepts, know-how, information, and any other results of the Work. “Work Product” does not include any material that was developed prior to the Effective Date that is used, without modification, in the performance of the Work.

Any other term used in this Agreement that is defined in an Exhibit shall be construed and interpreted as defined in that Exhibit.

Statement of Work Grantee shall complete the Work as described in this Agreement and in accordance with the provisions of Exhibit A. The State shall have no liability to compensate Grantee for the delivery of any goods or the performance of any services that are not specifically set forth in this Agreement. Comment by Salazar, Gina: Note to Drafters: Update this to address any other exhibits as necessary based on where the statement of work is described. This is important so that the Statement of Work is properly referenced in the contractual language.

Payments to Grantee Maximum Amount Payments to Grantee are limited to the unpaid, obligated balance of the Grant Funds. The State shall not pay Grantee any amount under this Agreement that exceeds the Agreement Maximum for each State Fiscal Year shown on the Cover Page of this Agreement. Comment by Salazar, Gina: Note to Drafters: For contracts that have continuous grant or other funding and will span multiple State Fiscal Years, this may be modified to remove the reference to the State Fiscal Year.

Payment Procedures Invoices and Payment The State shall pay Grantee in the amounts and in accordance with the schedule and other conditions set forth in Exhibit A. Comment by Salazar, Gina: Note to Drafters: If all payment conditions will be included here in the body of the Agreement instead of exhibit A, then modify this section as appropriate to describe all necessary payment conditions, including when and for what payments will be made. If the payment provisions will be included in a different exhibit, then update the reference to those exhibits accordingly.

Grantee shall initiate payment requests by invoice to the State, in a form and manner approved by the State.

The State shall pay each invoice within 45 days following the State’s receipt of that invoice, so long as the amount invoiced correctly represents Work completed by Grantee and previously accepted by the State during the term that the invoice covers. If the State determines that the amount of any invoice is not correct, then Grantee shall make all changes necessary to correct that invoice.

The acceptance of an invoice shall not constitute acceptance of any Work performed or deliverables provided under this Agreement.

Interest Amounts not paid by the State within 45 days of the State’s acceptance of the invoice shall bear interest on the unpaid balance beginning on the 45th day at the rate of 1% per month, as required by §24-30-202(24)(a), C.R.S., until paid in full; provided, however, that interest shall not accrue on unpaid amounts that the State disputes in writing. Grantee shall invoice the State separately for accrued interest on delinquent amounts, and the invoice shall reference the delinquent payment, the number of day’s interest to be paid and the interest rate.

Payment Disputes If Grantee disputes any calculation, determination or amount of any payment, Grantee shall notify the State in writing of its dispute within 30 days following the earlier to occur of Grantee’s receipt of the payment or notification of the determination or calculation of the payment by the State. The State will review the information presented by Grantee and may make changes to its determination based on this review. The calculation, determination or payment amount that results from the State’s review shall not be subject to additional dispute under this subsection. No payment subject to a dispute under this subsection shall be due until after the State has concluded its review, and the State shall not pay any interest on any amount during the period it is subject to dispute under this subsection.

Available Funds-Contingency-Termination The State is prohibited by law from making commitments beyond the term of the current State Fiscal Year. Payment to Grantee beyond the current State Fiscal Year is contingent on the appropriation and continuing availability of Grant Funds in any subsequent year (as provided in the Colorado Special Provisions). If federal funds or funds from any other non-State funds constitute all or some of the Grant Funds, the State’s obligation to pay Grantee shall be contingent upon such non-State funding continuing to be made available for payment. Payments to be made pursuant to this Agreement shall be made only from Grant Funds, and the State’s liability for such payments shall be limited to the amount remaining of such Grant Funds. If State, federal or other funds are not appropriated, or otherwise become unavailable to fund this Agreement, the State may, upon written notice, terminate this Agreement, in whole or in part, without incurring further liability. The State shall, however, remain obligated to pay for Services and Goods that are delivered and accepted prior to the effective date of notice of termination, and this termination shall otherwise be treated as if this Agreement were terminated in the public interest as described in §2.E.

Federal Recovery Comment by Salazar, Gina: Note to Drafters: If this grant will use only state funds, then this clause may be removed.

The close-out of a Federal Award does not affect the right of the Federal Awarding Agency or the State to disallow costs and recover funds on the basis of a later audit or other review. Any cost disallowance recovery is to be made within the Record Retention Period, as defined below.

Matching Funds Comment by Salazar, Gina: Note to Drafters: If Grantee is not required to provide matching funds, then remove this paragraph.

Reasonable and necessary to accomplish the Work and for the Goods and Services provided; and Equal to the actual net cost to Grantee (i.e. the price paid minus any items of value received by Grantee that reduce the cost actually incurred).

Close-Out Comment by Salazar, Gina: Note to Drafters: If you are not using funds from a Federal Award that allows expenditure of funds following the termination of the agreement, then this last sentence should be deleted, if the Fund Expenditure Date extends past the Agreement’s termination date (though no work may be performed past the termination of the Agreement, only the payment for work already performed).

Also, if funds are provided by a federal formula or block grant, then this entire paragraph may be deleted or modified as necessary to match it to the requirements and timelines of that federal grant.

Grantee shall close out this Award within 45 days after the Fund Expenditure End Date shown on the Signature and Cover Page for this Agreement. To complete close-out, Grantee shall submit to the State all deliverables (including documentation) as defined in this Agreement and Grantee’s final reimbursement request or invoice. The State will withhold 5% of allowable costs until all final documentation has been submitted and accepted by the State as substantially complete. If the Federal Awarding Agency has not closed this Federal Award within one year and 90 days after the Fund Expenditure End Date shown on the Signature and Cover Page for this Agreement due to Grantee’s failure to submit required documentation, then Grantee may be prohibited from applying for new Federal Awards through the State until such documentation is submitted and accepted. Comment by Salazar, Gina: Note to Drafters: OMB guidance on federal funds allows for 90 days of “closeout”. In order to ensure that we have sufficient time to finalize all documents necessary to close out this award in that timeline, we should use a lower number. This may be changed if we need either more or less time to properly closeout the award or if specific award has a different closeout timeline.

Also, regardless of funding source, if you have need of a more restrictive guideline or want to match this to a state fiscal year (so long as it also complies with any federal requirements if federal money is used), then this section may be updated accordingly.

Reporting - Notification Quarterly Reports In addition to any reports required pursuant to §16 or pursuant to any other Exhibit, for any Agreement having a term longer than three months, Grantee shall submit, on a quarterly basis, a written report specifying progress made for each specified performance measure and standard in this Agreement. Such progress report shall be in accordance with the procedures developed and prescribed by the State. Progress reports shall be submitted to the State not later than five Business Days following the end of each calendar quarter or at such time as otherwise specified by the State. Comment by Salazar, Gina: Note to Drafters: Reporting period can be changed to”upon request of the State; monthly; quarterly; semi-annually; or annually” depending on the SOW.

Litigation Reporting If Grantee is served with a pleading or other document in connection with an action before a court or other administrative decision making body, and such pleading or document relates to this Agreement or may affect Grantee’s ability to perform its obligations under this Agreement, Grantee shall, within ten days after being served, notify the State of such action and deliver copies of such pleading or document to the State’s Principal Representative identified on the Cover Page for this Agreement.

Performance and Final Status Grantee shall submit all financial, performance and other reports to the State no later than 45 calendar days after the end of the Initial Term if no Extension Terms are exercised, or the final Extension Term exercised by the State, containing an evaluation and review of Grantee’s performance and the final status of Grantee’s obligations hereunder.

Violations Reporting Comment by Salazar, Gina: Note to Drafters: If only State funds are used, remove references to the Federal Award and Federal Awarding Agency.

Grantee shall disclose, in a timely manner, in writing to the State and the Federal Awarding Agency, all violations of federal or State criminal law involving fraud, bribery, or gratuity violations potentially affecting the Federal Award. The State or the Federal Awarding Agency may impose any penalties for noncompliance allowed under 2 CFR Part 180 and 31 U.S.C. 3321, which may include, without limitation, suspension or debarment.

Grantee Records Maintenance Grantee shall make, keep, maintain, and allow inspection and monitoring by the State of a complete file of all records, documents, communications, notes and other written materials, electronic media files, and communications, pertaining in any manner to the Work or the delivery of Services (including, but not limited to the operation of programs) or Goods hereunder. Grantee shall maintain such records for a period (the “Record Retention Period”) of three years following the date of submission to the State of the final expenditure report, or if this Award is renewed quarterly or annually, from the date of the submission of each quarterly or annual report, respectively. If any litigation, claim, or audit related to this Award starts before expiration of the Record Retention Period, the Record Retention Period shall extend until all litigation, claims, or audit findings have been resolved and final action taken by the State or Federal Awarding Agency. The Federal Awarding Agency, a cognizant agency for audit, oversight or indirect costs, and the State, may notify Grantee in writing that the Record Retention Period shall be extended. For records for real property and equipment, the Record Retention Period shall extend three years following final disposition of such property. Comment by Salazar, Gina: Note to Drafters: this should be increased to be a longer period if the federal government or another grantor requires a longer record retention period. Comment by Salazar, Gina: Note to Drafters: these references to the Federal Awarding Agency may be deleted if only State funds are used.

Inspection Grantee shall permit the State, the federal government, and any other duly authorized agent of a governmental agency to audit, inspect, examine, excerpt, copy and transcribe Grantee Records during the Record Retention Period. Grantee shall make Grantee Records available during normal business hours at Grantee’s office or place of business, or at other mutually agreed upon times or locations, upon no fewer than two Business Days’ notice from the State, unless the State determines that a shorter period of notice, or no notice, is necessary to protect the interests of the State.

Monitoring The State will monitor Grantee’s performance of its obligations under this Agreement using procedures as determined by the State. The federal government and any other duly authorized agent of a governmental agency, in its discretion, may monitor Grantee’s performance of its obligations under this Agreement using procedures as determined by that governmental entity. Grantee shall allow the State to perform all monitoring required by the Uniform Guidance, based on the State’s risk analysis of Grantee and this Agreement. The State shall have the right, in its sole discretion, to change its monitoring procedures and requirements at any time during the term of this Agreement. The State shall monitor Grantee’s performance in a manner that does not unduly interfere with Grantee’s performance of the Work. Comment by Salazar, Gina: Note to Drafters: If this grant will use only State funds, then this clause may be removed.

Final Audit Report Grantee shall promptly submit to the State a copy of any final audit report of an audit performed on Grantee’s records that relates to or affects this Agreement or the Work, whether the audit is conducted by Grantee or a third party. Additionally, if Grantee is required to perform a single audit under 2 CFR 200.501, et seq., then Grantee shall submit a copy of the results of that audit to the State within the same timelines as the submission to the federal government. Comment by Salazar, Gina: Note to Drafters: If this grant will use only State funds, then this clause may be removed.

Confidential Information – State Records Confidentiality Grantee shall keep confidential, and cause all Subcontractors to keep confidential, all State Records, unless those State Records are publicly available. Grantee shall not, without prior written approval of the State, use, publish, copy, disclose to any third party, or permit the use by any third party of any State Records, except as otherwise stated in this Agreement, permitted by law or approved in writing by the State. Grantee shall provide for the security of all State Confidential Information in accordance with all policies promulgated by the Colorado Office of Information Security and all applicable laws, rules, policies, publications, and guidelines. If Grantee or any of its Subcontractors will or may receive the following types of data, Grantee or its Subcontractors shall provide for the security of such data according to the following: (i) the most recently promulgated IRS Publication 1075 for all Tax Information and in accordance with the Safeguarding Requirements for Federal Tax Information attached to this Agreement as an Exhibit, if applicable; (ii) the most recently updated PCI Data Security Standard from the PCI Security Standards Council for all PCI; (iii) the most recently issued version of the U.S. Department of Justice, Federal Bureau of Investigation, Criminal Justice Information Services Security Policy for all CJI; and (iv) the federal Health Insurance Portability and Accountability Act for all PHI and the HIPAA Business Associate Agreement attached to this Agreement, if applicable. Grantee shall immediately forward any request or demand for State Records to the State’s Principal Representative. Comment by Salazar, Gina: Note to Drafters: Update this section to remove any of these special forms of data security if there is no way that Contractor will get that type of information from the State. If any of these are left in, ensure that the appropriate definition is left in section 5 above.

Other Entity Access and Nondisclosure Agreements Grantee may provide State Records to its agents, employees, assigns and Subcontractors as necessary to perform the Work, but shall restrict access to State Confidential Information to those agents, employees, assigns and Subcontractors who require access to perform their obligations under this Agreement. Grantee shall ensure all such agents, employees, assigns, and Subcontractors sign agreements containing nondisclosure provisions at least as protective as those in this Agreement, and that the nondisclosure provisions are in force at all times the agent, employee, assign or Subcontractor has access to any State Confidential Information. Grantee shall provide copies of those signed nondisclosure provisions to the State upon execution of the nondisclosure provisions.

Use, Security, and Retention Grantee shall use, hold and maintain State Confidential Information in compliance with any and all applicable laws and regulations in facilities located within the United States, and shall maintain a secure environment that ensures confidentiality of all State Confidential Information wherever located. Grantee shall provide the State with access, subject to Grantee’s reasonable security requirements, for purposes of inspecting and monitoring access and use of State Confidential Information and evaluating security control effectiveness. Upon the expiration or termination of this Agreement, Grantee shall return State Records provided to Grantee or destroy such State Records and certify to the State that it has done so, as directed by the State. If Grantee is prevented by law or regulation from returning or destroying State Confidential Information, Grantee warrants it will guarantee the confidentiality of, and cease to use, such State Confidential Information.

Incident Notice and Remediation If Grantee becomes aware of any Incident, it shall notify the State immediately and cooperate with the State regarding recovery, remediation, and the necessity to involve law enforcement, as determined by the State. Unless Grantee can establish that none of Grantee or any of its agents, employees, assigns or Subcontractors are the cause or source of the Incident, Grantee shall be responsible for the cost of notifying each person who may have been impacted by the Incident. After an Incident, Grantee shall take steps to reduce the risk of incurring a similar type of Incident in the future as directed by the State, which may include, but is not limited to, developing and implementing a remediation plan that is approved by the State at no additional cost to the State. The State may adjust or direct modifications to this plan, in its sole discretion and Grantee shall make all modifications as directed by the State. If Grantee cannot produce its analysis and plan within the allotted time, the State, in its sole discretion, may perform such analysis and produce a remediation plan, and Grantee shall reimburse the State for the reasonable costs thereof.

Safeguarding PII If Grantee or any of its Subcontractors will or may receive PII under this Agreement, Grantee shall provide for the security of such PII, in a manner and form acceptable to the State, including, without limitation, State non-disclosure requirements, use of appropriate technology, security practices, computer access security, data access security, data storage encryption, data transmission encryption, security inspections, and audits.